SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement ☐ Soliciting Material Under Rule 14a-12 | |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
Lincoln Variable Insurance Products Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| 1) | Title of each class of securities to which transaction applies:
| |||
| 2) | Aggregate number of securities to which transaction applies:
| |||
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| 4) | Proposed maximum aggregate value of transaction:
| |||
| 5) | Total fee paid:
| |||
| ☐ | Fee paid previously with preliminary materials: | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
| 1) | Amount previously paid:
| |||
| 2) | Form, Schedule or Registration Statement No.:
| |||
| 3) | Filing Party:
| |||
| 4) | Date Filed:
| |||
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 South Clinton Street
Fort Wayne, Indiana 46802
January 26, 2021
Re: LVIP Blended Large Cap Growth Managed Volatility Fund
Dear Contract Owners and Shareholders:
Enclosed is a notice and Proxy Statement relating to a Special Meeting of Shareholders of LVIP Blended Large Cap Growth Managed Volatility Fund (the “Fund”).
The Fund is a series of Lincoln Variable Insurance Products Trust (the “Trust”). The Special Meeting of Shareholders (the “Meeting”) of the Fund is scheduled to be held over the internet in a virtual meeting format on March 26, 2021 at 11:00 a.m., Eastern time. At the Meeting, the shareholders of the Fund who are entitled to vote at the Meeting will be asked to approve the proposal described below.
You currently have an investment interest in the Fund. In the attached Proxy Statement, you are being asked to vote on the change of sub-classification of the Fund. The Fund is part of the Trust, and has been available as an investment option under variable annuity contracts and variable life insurance policies (the “Contracts”) issued by The Lincoln National Life Insurance Company (“Lincoln Life”) and Lincoln Life & Annuity Company of New York (“Lincoln New York”).
On December 8, 2020, the Board of Trustees of the Trust (the “Board”), upon the recommendation of Lincoln Investment Advisors Corporation (the “Adviser”), the investment adviser of the Fund, considered and approved the change in sub-classification of the Fund from “diversified” to “non-diversified” and the elimination of a related fundamental investment restriction (the “Proposal”) and agreed to submit to shareholders for approval.
The Board recommends that you vote “For” the Proposal as described in the enclosed Proxy Statement. Your vote is important – even if you elect to move to a new investment option before the Proposal.
Please read the Proxy Statement and consider it carefully before casting your voting instruction. We appreciate your participation and prompt response in this matter and thank you for your continued support.
You are cordially invited to attend the Meeting. Since it is important that your vote be represented whether or not you are able to attend, you are urged to consider these matters and to exercise your voting instructions by completing, dating, and signing the enclosed voting instruction card and returning it in the accompanying return envelope at your earliest convenience or by relaying your voting instructions via telephone or the Internet by following the enclosed instructions. For further information on how to provide voting instructions, please see the Contract Owners Voting Instructions included herein. Of course, we hope that you will be able to attend the Meeting, and if you wish, you may provide voting instructions in person, even though you may have already returned a voting instruction card or submitted your voting instructions via telephone or the Internet. Please respond promptly in order to save additional costs of proxy solicitation and in order to make sure you are represented.
If you have any questions about the Meeting, please feel free to call (800) 4LINCOLN (454-6265).
| Sincerely, | ||
/s/ Jayson R. Bronchetti | ||
Jayson R. Bronchetti | ||
| President | ||
Lincoln Variable Insurance Products Trust | ||
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
Notice of Special Meeting of Shareholders
LVIP Blended Large Cap Growth Managed Volatility Fund
Scheduled for March 26, 2021
Dear Contract Owners and Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (“Meeting”) of the LVIP Blended Large Cap Growth Managed Volatility Fund (the “Fund”), a series of Lincoln Variable Insurance Products Trust (the “Trust”), is scheduled for March 26, 2021 at 11:00 a.m. Eastern Time, to be held over the internet in a virtual meeting format, for the following purposes:
| (1) | To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction; and, |
| (2) | To transact such other business that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes. |
Only shareholders of record at the close of business on December 22, 2020 are entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof. Owners of variable life insurance policies and variable annuity contracts having a beneficial interest in the Fund on the record date are entitled to vote as though they were direct shareholders of the Fund.
The shares of the Fund are sold, directly or indirectly, primarily to separate accounts of The Lincoln National Life Insurance Company (“Lincoln Life”) and Lincoln Life & Annuity Company of New York (“Lincoln New York”), that support certain variable annuity contracts and variable life insurance policies (the “Accounts”) issued by such companies. For convenience, contract owners, policy holders, and plan participants are referred to collectively herein as “Contract Owners.” Contract Owners have the right to instruct Lincoln Life and Lincoln New York, as the record owners of shares of the Fund that are owned in the Accounts, how to vote the shares of the Fund that are attributable to those Accounts at the Meeting.
To assist you, a proxy card is enclosed. In addition, a Proxy Statement describing the matters to be voted on at the Meeting or any adjournment(s) thereof is attached to this Notice. The proxy is being solicited on behalf of the Board.
We realize that you may not be able to attend the Meeting to vote your proxy in person. However, we do need your vote. Whether or not you plan to attend the Meeting, please promptly complete, sign, and return the proxy card included with this Proxy Statement in the enclosed postage-paid envelope or provide your proxy by mail, telephone, or through the Internet as explained in the enclosed Proxy Statement. Proxies must be received by 5:00 p.m. Eastern Time on March 23, 2021. If you decide to attend the Meeting, you may revoke your prior proxy and vote in person. The number of shares of the Fund attributable to you will be voted in accordance with your proxy card.
It is important for you to vote on the proposal described in this Proxy Statement. We recommend that you read this Proxy Statement in its entirety as the explanations will help you to decide how to vote on the proposal.
The date of the first mailing of the proxy card and this Proxy Statement to shareholders and to the corresponding Contract Owners will be on or about February 1, 2021. If you have any questions about the Meeting, please feel free to call us toll free at (800) 4LINCOLN (454-6265).
By Order of the Board of Trustees of the Trust
/s/ Samuel K. Goldstein | ||
Samuel K. Goldstein, Esq. | ||
| Assistant Secretary | ||
| January 26, 2021 |
Important notice regarding the availability of proxy materials for the shareholder Meeting to be held on March 26, 2021: this Notice of Special Meeting of Shareholders, Proxy Statement and the form of voting instruction and proxy card are available on the Internet at https://www.proxy-direct.com/lin-31854.
PROXY STATEMENT
January 26, 2021
| 2 | ||||
| 2 | ||||
| 3 | ||||
| 5 | ||||
| 8 | ||||
| 8 | ||||
| 12 |
1
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF THE
LVIP BLENDED LARGE CAP GROWTH MANAGED VOLATILITY FUND
TO BE HELD ON MARCH 26, 2021
Relating to the Reclassification of the LVIP Blended Large Cap Growth Managed Volatility Fund
This proxy statement (“Proxy Statement”) relates to a Special Meeting of shareholders (the “Meeting”) of the LVIP Blended Large Cap Growth Managed Volatility Fund (the “Fund”), a series of the Lincoln Variable Insurance Products Trust (the “Trust”), to be held on March 26, 2021. As more fully described in this Proxy Statement, the purpose of the Meeting is for shareholders to consider and to vote on the proposed change of sub-classification of the Fund from “diversified” to “non-diversified” and the elimination of a fundamental investment restriction that requires the Fund to be diversified (the “Proposal”).
In connection with this Proxy Statement, please note the following:
| • | The Proposal will not affect the value of a Contract Owner’s investments. |
| • | The Proposal will not be a taxable transaction for Contract Owners. |
| • | The Adviser will bear all expenses associated with this Proxy Statement and the Proposal. |
| • | Every vote counts. |
The Fund is available as an investment option under variable annuity contracts and variable life insurance policies (the “Contracts”) issued or administered by The Lincoln National Life Insurance Company (“Lincoln Life”), an Indiana insurance company located at 1300 South Clinton Street, Fort Wayne, Indiana 46802, and Lincoln Life & Annuity Company of New York, a New York insurance company located at 100 Madison Street, Suite 1860, Syracuse, NY 13202 (“Lincoln New York” and, together, “Lincoln”). Contract owners who selected the Fund for investment through a Lincoln Contract (the “Contract Owners”) have a beneficial interest in the Fund, but do not directly hold shares of the Fund. Lincoln, which uses the Fund as a funding vehicle, is the shareholder of record of the Fund and, as the legal owner of the Fund’s shares, has sole voting and investment power with respect to the shares, but
2
passes through any voting rights to Contract Owners. Accordingly, for ease of reference throughout this Proxy Statement, Contract Owners also may be referred to as “shareholders.”
Upon the recommendation of Lincoln Investment Advisors Corporation, the Fund’s investment adviser (the “Adviser”), the Trust’s Board, including a majority of the Independent Trustees, considered and approved the Proposal and authorized sending a proxy statement to shareholders and Contract Owners of the Fund to solicit approval of the Proposal.
The Board recommends that Contract Owners of the Fund approve the Proposal.
The Proposal provides for the reclassification of the Fund from diversified to non-diversified on or about April 1, 2021 (the “Reclassification Date”). We recommend that you read the enclosed Proxy Statement. In addition to the detailed information in the Proxy Statement, the following questions and answers provide an overview of key information about the Reorganization.
| Q. | Why are we sending you the Proxy Statement? |
| A. | We are asking you to approve a change in the Fund’s diversification status. On December 8, 2020, the Board approved the change in sub-classification of the Fund from “diversified” to “non-diversified” and the elimination of a related fundamental investment restriction and agreed to submit to shareholders for approval. You are receiving the enclosed Proxy Statement in connection with a special shareholder meeting of the Fund. At the special meeting, shareholders of the Fund will be asked to vote on the approval of the Proposal. |
| Q. | Why has the Board approved the Proposal? |
| A. | The Fund is sub-classified as a diversified fund. A diversified fund must limit all investments greater than 5% of its assets in any one issuer to no more than, in the aggregate, 25% of the fund’s assets. However, for the past several years, the Fund and its benchmark index have had a high concentration of investments that are greater than 5% of the Fund’s assets in any one issuer, which, at times, has impacted the Fund’s ability to execute its investment strategy. As a non-diversified fund, the Fund could invest a greater portion of its assets in any one issuer and invest overall in a smaller number of issuers than a diversified fund. The Fund’s portfolio managers believe that the proposed change will allow the Fund to better implement its investment strategy in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). |
3
| Q. | What will happen if the Proposal is approved? |
| A. | Shareholders of the Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act. The changes will give the Fund the ability to invest a greater percentage of its assets in the obligations or securities of a smaller number of issuers or any one issuer than a diversified fund. Shareholders should note that if the changes in the Fund’s sub-classifications to “non-diversified” are approved, the Fund’s risk profile may increase (for additional information, see “Proposal” below). |
| Q. | Will the Reclassification impact my interest in the Fund if the Proposal is approved? |
| A. | The Proposal is not expected to affect the value of your interest in the Fund. |
| Q. | Will I have to pay federal income taxes as a result of the Reclassification? |
| A. | The Reclassification will not result in a taxable event for Contract Owners. |
| Q. | Who will pay the costs of the Proposal? |
| A. | The Fund will bear the expenses of the Proposal, including preparation of this Proxy Statement, printing and distributing the proxy materials, the costs of soliciting and tallying voting instructions, regulatory filings, legal fees, and expenses of holding shareholders’ meetings. The Adviser estimates the expenses of the Proposal will total approximately $75,000. |
| Q. | What will happen if shareholders of the Fund do not approve the Proposal? |
| A. | If the Proposal is not approved, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act, and the Fund’s related fundamental investment restriction on diversification will remain in effect. |
| Q. | When will the Reclassification occur? |
| A. | The Reclassification is expected to be completed on or about April 1, 2021. |
| Q. | How does the Board recommend that I vote? |
| A. | The Board unanimously recommends that you vote in favor of the Proposal. |
| Q. | How can I attend the Special Meeting? |
| A. | The Special Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Special Meeting only if you were a shareholder of the Fund as of the close of business on the Record Date. No physical meeting will be held. |
4
You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/226534742. You also will be able to vote your shares online by attending the Special Meeting by webcast.
To participate in the Special Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is LVIP2021.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 11:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.
| Q. | How do I register to attend the Special Meeting virtually on the Internet? |
| A. | If you are a registered shareholder, you do not need to register to attend the Special Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Special Meeting virtually on the Internet. |
To register to attend the Special Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, 3 business days prior to the meeting date.
You will receive a confirmation of your registration by email after we receive your legal proxy.
Requests for registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
Reasons for the Proposal
The Fund is currently sub-classified as “diversified” for purposes of Section 5(b)(1) of the 1940 Act. As a diversified fund, the Fund is limited as to the amount it may invest in any single issuer. Specifically, for 75% of its total assets, the Fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in
5
securities of any one issuer. In addition, for 75% of its total assets, the Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to investments in U.S. government securities, securities of other investment companies (for example, other funds), cash and cash items.
In addition, the Fund currently has a fundamental investment restriction on diversification, which may only be changed with shareholder approval. This fundamental investment restriction is proposed to change as follows:
Current | Proposed | |
| [The Fund may not ,] With respect to 75% of its total assets, invest in a security if, as a result of such investment: (a) more than 5% of its total assets would be invested in the securities of any one issuer or (b) the fund would hold more than 10% of the outstanding voting securities of any one issuer; except that these restrictions do not apply to (i) securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities or (ii) securities of other investment companies. | None. |
As shown in the table above, if shareholders approve changing the Fund’s sub-classification from diversified to non-diversified, this fundamental investment restriction will be eliminated.
If the Proposal is approved by shareholders, the Fund will no longer be subject to the diversification limitation set forth in Section 5(b)(1) of the 1940 Act or the Fund’s current fundamental investment restrictions on diversification. Although the Fund would no longer be subject to the 1940 Act diversification restrictions, the Fund will continue to be subject to federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, the Fund operates as a “regulated investment company.” As such, the Fund must meet certain diversification requirements, including the requirement that, in general, at least 50% of the market value of its total assets at the close of each quarter of its taxable year must be invested in cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and securities of issuers (including foreign governments) with respect to which the Fund has invested no more than 5% of its total assets in securities of any one issuer and owns no more than 10% of the outstanding voting securities of any issuer. The Fund also must invest no more than 25% of the value of its total assets in securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and is engaged in the same, similar or related trades or
6
businesses or, collectively, in the securities of certain publicly traded partnerships. These limits apply only as of the close of each quarter of each Fund’s taxable year. These federal tax diversification requirements may change in the future without shareholder approval.
The asset classes in which the Fund invests have experienced fundamental changes that have made it difficult for the Fund to pursue their existing investment strategies while maintaining their 1940 Act diversification status. Over the course of the last ten years, the Fund’s asset classes have become increasingly dominated by a relatively small number of large companies and the significant outperformance of some of these companies, which has resulted in a higher level of concentration of these companies in the Fund’s asset class. In other words, these companies now represent a large percentage of the investment universes in which the Fund invests.
Due to these changes to the Fund’s investment universe, the Fund is not able to take positions in these companies as large as the respective portfolio management teams believe to be beneficial for the Fund’s portfolio because the Fund is limited in doing so to maintain its diversified status. (For a diversified fund, all investments greater than 5% in any one issuer may not exceed, in the aggregate, 25% of the fund’s assets.) Thus, changing the Fund’s sub-classification to non-diversified would provide the Fund with the flexibility to pursue its investment strategy given that the Adviser believes the high level of concentration in the Fund’s asset class will remain for the foreseeable future.
Shareholders should note that if the changes in the Fund’s sub-classifications to “non-diversified” are approved, the Fund’s risk profile may increase. This is because the investment return on a non-diversified fund typically is dependent upon the performance of securities of a smaller number of issuers than a diversified fund. Consequently, a non-diversified fund is more susceptible to adverse developments affecting the larger holdings in its portfolio than a diversified fund and may be more susceptible to greater losses because of such developments. Accordingly, if the Proposal is approved on behalf of the Fund, the Fund would potentially be subject to greater risk than it currently is.
Approval of the Proposal
The Board considered the recommendations of the Adviser to change the Fund’s sub-classification to non-diversified and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact on the Fund and its risk profile and the estimated costs associated with seeking shareholder approval of the proposed change for the Fund. Following its consideration of these matters, the Board unanimously approved the proposed change in the Fund’s sub-classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restriction. It is anticipated that this Proposal, if approved, will be effective on or about April 1, 2021.
7
If the Proposal is not approved by shareholders, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act, and the Fund’s related fundamental investment restriction on diversification will remain in effect.
THE BOARD OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL
ADDITIONAL INFORMATION ABOUT THE PROPOSAL
Transfers out of the Fund
The Proposal will have no effect on transfers into or out of the Fund. Subject to the terms of their Contract, shareholders may transfer out of the Fund into any other investment option available under their Contract at any time prior to or after the effective date of the Proposal.
Failure to Approve the Proposal
If shareholders/Contract Owners of the Fund do not approve the Proposal, the Proposal will not be implemented. The Board then would meet to consider what, if any, steps to take with respect to the Fund, such as holding another vote or continuing to run the Fund as diversified.
SHAREHOLDER AND VOTING INFORMATION
Share Ownership
At the close of business on December 22, 2020 (the “Record Date”), there were 6,018,158.963 outstanding Standard Class shares of the Fund and 28,149,370.080 outstanding Service Class shares of the Fund. Both Standard Class and Service Class shares of the Fund are offered as investments within Lincoln Contracts. Lincoln Life and Lincoln New York are the record owners of the shares of the Fund underlying the Contracts, but are soliciting voting instructions from Contract Owners having contract value invested in the Fund (a beneficial interest) through their respective separate accounts.
Because the Fund is available as an investment for variable annuity contracts and variable life insurance policies offered by certain life insurance companies, the insurance companies could be deemed to control the voting securities of the Fund (i.e., by owning more than 25%). As of the Record Date, Lincoln Life and Lincoln New York owned 32,111,696.12 and 2,055,832.92 shares of the Fund, respectively, which represents 93.98% and 6.02% of the Fund’s outstanding shares, respectively. To the knowledge of the Trust, as of the Record Date, no current Trustee or executive officer of the Trust owned any separate account units attributable to 1% or more of the assets of any class of the Fund.
8
As of January 25, 2021, there were no shareholders that held 5% or more of the outstanding shares of any share class of the Fund, except for the insurance company shareholders.
Solicitation of Proxies
In addition to the solicitation of voting instruction forms and proxy cards by mail, officers and employees of the Trust, without additional compensation, may solicit voting and proxy instructions in person, by telephone, and electronically, including through the Internet. The Trust also may engage a third-party vendor to solicit proxies from Contract Owners or shareholders. The agreement between Georgeson Inc. a Delaware corporation (operating through its Computershare Fund Services division) (“CFS”) and Lincoln Life states that CFS will provide proxy solicitation and tabulation services for a fee, including out-of-pocket expenses, of approximately $75,000. All expenses incurred in connection with the preparation of this Proxy Statement and the solicitation of instructions will be paid by the Fund.
Voting Information
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. At the Meeting, Lincoln Life and Lincoln New York will vote the Fund’s shares held in the Accounts, in accordance with the instructions received from Contract Owners whose purchase payments were invested, as of the Record Date, in the Fund by the Accounts. For all Accounts that support variable annuity contracts, the number of votes which a Contract Owner may cast when instructing an insurance company how to vote is determined by applying the Contract Owner’s percentage interest in the Fund to the total number of votes attributable to the Fund. Holders of shares of the Fund as of the Record Date are entitled to one vote for each share held, and a proportionate fraction of a vote for each fraction of a share held.
Lincoln Life and Lincoln New York will vote (i) shares owned by Lincoln Life and Lincoln New York; and (ii) the Fund’s shares held by the Accounts for which no timely instructions are received, in proportion to the voting instructions which are received with respect to the Fund, even if only a relatively small number of Contract Owners provide voting instructions. Therefore, the vote of a small number of shareholders can affect the overall outcome since those fewer votes have a proportional impact. Lincoln Life and Lincoln New York will vote shares of the Fund held by each of their separate accounts in accordance with the proxy voting instructions received from its Contract Owners. If voting instructions are properly executed and received in a timely manner but they contain no voting directions, the votes represented by those instructions will be cast FOR the Proposal and Lincoln Life and Lincoln New York may vote in accordance with their judgment with respect to other matters not now known to the Board that may be presented at the Meeting.
9
Contract Owners may vote by mail, telephone, or Internet. Voting instructions must be received by 5:00 p.m. Eastern time on March 23, 2021. If you vote by mail, the voting instruction proxy card must be received at the address shown on the enclosed postage paid envelope. Contract Owners may also vote by attending the Meeting.
Revocation of Voting Instructions and Proxies
Any Contract Owner who provides voting instructions has the power to revoke the instructions by (1) delivering to the Secretary of the Trust (at the address of the Trust provided on the cover page of this proxy statement) written notice of revocation, or (2) submitting superseding voting instructions, in each case at any time prior to the date of the Meeting. Contract Owners may also revoke prior voting instructions by voting in person at the Meeting.
Quorum
A quorum of shareholders is necessary to hold a valid meeting and to consider the Proposal in this Proxy Statement. Holders of 331⁄3% of the outstanding shares of the Fund on the Record Date, present in person or by proxy at the Meeting, shall constitute a quorum. In the absence of a quorum, a simple majority of outstanding shares entitled to vote, present in person or by proxy, may adjourn the meeting from time to time until a quorum is present. Shares held by shareholders present in person or represented by proxy at the meeting (including Lincoln Life and Lincoln New York) will be counted both for the purpose of determining the presence of a quorum and for calculating the votes cast on any proposal before the meeting. Since Lincoln Life and Lincoln New York are the owners of record of all of the outstanding shares of the Fund, a quorum is expected to be present at the Meeting.
Effects of Abstentions and Broker Non-Votes
Abstentions will be counted as present for purposes of establishing a quorum, but will not count as votes cast. Accordingly, abstentions will have the same effect as an instruction to vote “AGAINST” the Proposal. Each of Lincoln Life and Lincoln New York will vote shares of the Fund held in each of its separate accounts for which it has not received timely instructions (or for which a voting instruction proxy card is not properly executed) in the same proportion as it votes shares held by that separate account for which it has received instructions. If no instructions are received for a separate account, Lincoln Life and/or Lincoln New York will vote any shares held by such separate account in the same proportion as votes cast by all of its other separate accounts in the aggregate. Shareholders and Contract Owners permitted to give instructions, and the number of shares for which such instruction may be given for purposes of voting at the meeting and any adjournments thereof, will be determined as of the Record Date. As a result of this proportional voting, a small number of Contract Owners may determine the outcome of a vote.
10
A broker non-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both “routine” and “non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal, but does not vote on the “non-routine” proposal because (a) the shares entitled to cast the vote are held by the broker-dealer in “street name” for the beneficial owner, (b) the broker-dealer lacks discretionary authority to vote the shares; and (c) the broker-dealer has not received voting instructions from the beneficial owner, a broker non-vote is said to occur with respect to the “non-routine” proposal. Because broker-dealers generally will not have discretionary authority to vote the shares held by the beneficial owners on the Proposal and the Proposal is the only item being submitted to shareholders for approval at the Meeting, the Trust does not expect there to be any broker non-votes on the Proposal.
Adjournment
In the event that sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by the holders of a simple majority of the shares present in person or by proxy and entitled to vote at the Meeting. In determining whether to adjourn the Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders. As stated above, abstentions will have no effect on any proposal to adjourn the Meeting. A shareholder vote may be taken with respect to the Fund prior to any adjournment as to which sufficient votes have been received for approval.
Other Matters to Come Before the Meeting
To the knowledge of the Board, there is no other business to be brought before the Meeting. However, if other matters do properly come before the Meeting, Lincoln Life and Lincoln New York intend to vote the Fund’s shares in accordance with the judgment of the Board on such matters. The persons named as proxies on the enclosed proxy card will vote their proxies in their discretion on any other items (other than the Proposal) that properly come before the Meeting.
Contract Owner and Shareholder Proposals
Under authority granted to the Trustees by the Trust By-laws, and pursuant to applicable law, special meetings are called as required. Contract Owners or shareholders desiring to hold their own proxy solicitations in order to submit proposals in years in which the annual meeting is not held may require that a special meeting be
11
called if they can obtain the written request of Contract Owners indirectly or shareholders directly, representing certain stipulated percentages of the outstanding voting securities of the Fund. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the Federal securities laws. The Trust is not required to hold regular meetings of shareholders, and in order to minimize its costs, does not intend to hold meetings of shareholders unless so required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board or the Trust’s management. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders. A Contract Owner or shareholder wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send his or her written proposals to the Secretary of the Trust located at 1300 South Clinton Street, Fort Wayne, Indiana 46802. Proposals must be received a reasonable time before the Fund begins to print and mail the proxy materials for the meeting. More detailed information on these procedures for Contract Owners or shareholders may be obtained from Lincoln Life, Lincoln New York or the Secretary of the Trust.
Communications to the Board
Shareholders/Contract Owners who wish to communicate to the full Board or to any individual Trustee may address correspondence to LVIP Board of Trustees, c/o The Lincoln National Life Insurance Company at P.O. Box 2340, Fort Wayne, Indiana 46802. Without opening any such correspondence, the Trust’s management promptly will forward all such correspondence to the intended recipient(s).
Investment Adviser
The Adviser is located at 150 North Radnor-Chester Road, Radnor, Pennsylvania 19087. The Adviser is a registered investment adviser and wholly-owned subsidiary of Lincoln Life. Lincoln Life is an insurance company organized under Indiana law and is a wholly-owned subsidiary of Lincoln National Corporation (“LNC”). LNC is a publicly-held insurance holding company organized under Indiana law. Through its subsidiaries, LNC provides nationwide insurance and financial services. As of December 31, 2020, the Adviser had approximately $111.8 billion in assets under management.
Investment Subadvisers
Goldman Sachs Asset Management, L.P. (“GSAM”) has been registered as an investment adviser with the SEC since 1990 and is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. and an affiliate of Goldman, Sachs & Co. LLC. The principal address of GSAM is 200 West Street, New York, New York 10282.
12
Effective on or about April 1, 2021, AllianceBernstein L.P. (“AllianceBernstein”) serves as a subadviser to the Fund. AllianceBernstein is registered as an investment adviser with the SEC. AllianceBernstein is a Delaware limited partnership, the majority limited partnership units in which are held, directly and indirectly, by its parent company AXA Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. The principal address of AllianceBernstein is 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein and its affiliates had assets under management of approximately $686 billion as of December 31, 2020.*
Schroder Investment Management North America Inc. (“SIMNA”), located at 7 Bryant Park, New York, NY 10018, is a wholly-owned subsidiary of Schroders plc, a publicly-owned holding company organized under the laws of England. SIMNA is registered as an investment adviser with the SEC.
* Prior to April 1, 2021, Wellington Management Company LLP (“Wellington Management”) serves as a subadviser to the Fund. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. Wellington Management is registered as an investment adviser with the SEC.
Principal Underwriter and Distributor
Lincoln Financial Distributors, Inc. (“LFD”), is located at 130 North Radnor-Chester Road, Radnor, Pennsylvania 19087 and is an affiliate of the Adviser.
Administrator
Lincoln Life is located at 1300 South Clinton Street, Fort Wayne, Indiana 46802 and is an affiliate of the Adviser. Lincoln Life provides various administrative services necessary for the operation of the Trust.
Householding
Only one copy of this Proxy Statement is mailed to households, even if more than one person in a household is a shareholder of record, unless the Fund has received instructions to the contrary. If you need additional copies of this Proxy Statement, or if you do not want the mailing of a Proxy Statement to be combined with those for other members of your household in the future, or if you are receiving multiple copies and
13
would rather receive just one copy for the household, please contact the Trust by calling 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1300 South Clinton Street, Fort Wayne, Indiana 46802. The Trust will promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed.
Annual and Semi-Annual Reports
Shareholders can obtain a copy of the most recent Annual Report and any Semi-Annual Report of the Fund without charge, by calling the Trust at 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1300 South Clinton Street, Fort Wayne, Indiana 46802. You can also access the Annual Reports and Semi-Annual Reports at www.lfg.com/lvip.
PLEASE:
| ➣ | PROMPTLY EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. |
OR
| ➣ | VOTE TELEPHONICALLY BY CALLING (800) 337-3503. |
OR
| ➣ | VOTE ON THE INTERNET BY LOGGING ONTO WWW.PROXY-DIRECT.COM AND FOLLOWING THE ONLINE INSTRUCTIONS. |
VOTING INSTRUCTIONS MUST BE RECEIVED BY 5:00 P.M. EASTERN TIME ON MARCH 23, 2021. VOTES CAST BY MAIL NEED TO BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE.
OR
| ➣ | VOTE AT THE VIRTUAL SHAREHOLDER MEETING ON MARCH 26, 2021 AT 11:00 A.M. EASTERN TIME. |
14
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
| EASY VOTING OPTIONS: | ||||
| VOTE ON THE INTERNET | ||||
 | Log on to: | |||
www.proxy-direct.com or scan the QR code | ||||
| Follow the on-screen instructions | ||||
| available 24 hours | ||||
| ||||
| VOTE BY TELEPHONE | ||||
| Call 1-800-337-3503 | ||||
| Follow the recorded instructions | ||||
| available 24 hours | ||||
| VOTE BY MAIL | ||||
 | Vote, sign and date your | |||
| Proxy Card and return it in the | ||||
| postage-paid envelope | ||||
| VIRTUAL MEETING | ||||
 | at the following Website: | |||
| www.meetingcenter.io/226534742 | ||||
| on March 26, 2021 at 11:00 a.m. Eastern Time | ||||
| To participate in the Virtual Meeting, enter the | ||||
| 14-digit control number from the shaded box | ||||
| on this card. | ||||
| The Password for this meeting is | ||||
| LVIP2021 | ||||
  | ||||
Please detach at perforation before mailing.
PROXY LVIP BLENDED LARGE CAP GROWTH MANAGED VOLATILITY FUND
(a series of Lincoln Variable Insurance Products Trust)
1300 S. CLINTON STREET, FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 26, 2021
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST.
The undersigned, revoking previous proxies with respect to the shares in the name of the undersigned, hereby appoint(s) Jayson R. Bronchetti, Samuel K. Goldstein, and Teri L. Williams, or any of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all share classes of the LVIP Blended Large Cap Growth Managed Volatility Fund, a series of the Lincoln Variable Insurance Products Trust, with respect to which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held over the internet in a virtual meeting format at the following website: www.meetingcenter.io/ 226534742 on March 26, 2021, at 11:00 a.m. Eastern Time and at any adjournments or postponements thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is LVIP2021.
I acknowledge receipt of the Notice of the Special Meeting of the Shareholders and accompanying Proxy Statement dated January 26, 2021.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 | ||||
| | ||||
LIN_31854_010821
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
xxxxxxxxxxxxxx | code |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
LVIP Blended Large Cap Growth Managed Volatility Fund
Special Meeting of Shareholders to be held virtually on March 26, 2021.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-31854
Please detach at perforation before mailing.
This proxy will be voted as instructed. If no specification is made for the Proposal, the proxy will be voted “FOR” the Proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposal The Board of Trustees unanimously recommends a vote “FOR” Proposal 1. | |||||||||||||
FOR |
AGAINST |
ABSTAIN | ||||||||||||
1. |
To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction. |
☐ |
☐ |
☐ | ||||||||||
2.
|
To transact such other business that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.
| |||||||||||||
B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | |||||||||||||
| Note: | Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
| / / | ||||||||
Scanner bar code
|
| xxxxxxxxxxxxxx | LIN1 31854 | M xxxxxxxx |
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
| EASY VOTING OPTIONS: | ||||
| VOTE ON THE INTERNET | ||||
 | Log on to: | |||
www.proxy-direct.com or scan the QR code | ||||
| Follow the on-screen instructions | ||||
| available 24 hours | ||||
| ||||
| VOTE BY TELEPHONE | ||||
| Call 1-866-298-8476 | ||||
| Follow the recorded instructions | ||||
| available 24 hours | ||||
| VOTE BY MAIL | ||||
| Vote, sign and date your | |||
| Voting Instruction Card and return it | ||||
| in the postage-paid envelope | ||||
| VIRTUAL MEETING | ||||
| at the following Website: | |||
| www.meetingcenter.io/226534742, | ||||
| on March 26, 2021 at 11:00 a.m. Eastern Time | ||||
| To participate in the Virtual Meeting, enter the | ||||
| 14-digit control number from the shaded box | ||||
| on this card. | ||||
| The Password for this meeting is | ||||
| LVIP2021 | ||||
| | ||||
Please detach at perforation before mailing.
VOTING INSTRUCTION CARD
LVIP BLENDED LARGE CAP GROWTH MANAGED VOLATILITY FUND
(a series of Lincoln Variable Insurance Products Trust)
1300 S. CLINTON STREET, FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 26, 2021
THIS VOTING INSTRUCTION CARD IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
INSURANCE COMPANY DROP-IN.
Revoking any prior instructions, the undersigned instructs the above referenced insurance company (the “Company”) to vote and act with respect to all shares of the LVIP Blended Large Cap Growth Managed Volatility Fund that are attributable to his or her contract or interest therein and held in the Company separate account, at the Special Meeting of Shareholders to be held over the internet in a virtual meeting format at the following website: www.meetingcenter.io/226534742 on March 26, 2021, at 11:00 a.m. Eastern Time and at any adjournments or postponements thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is LVIP2021.
If you sign on the reverse side but do not mark instructions, the Company will vote all shares of the Fund attributable to your account value FOR the proposal. If you do not return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-298-8476 | ||||
| | ||||
LIN_31854_010821_VI
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
xxxxxxxxxxxxxx | code |
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
LVIP Blended Large Cap Growth Managed Volatility Fund
Special Meeting of Shareholders to be held virtually on March 26, 2021.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-31854
Please detach at perforation before mailing.
This Voting Instruction Card will be voted as instructed. If no specification is made for the Proposal, the Voting Instruction Card will be voted “FOR” the Proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposal The Board of Trustees unanimously recommends a vote “FOR” Proposal 1. | |||||||||||||
FOR |
AGAINST |
ABSTAIN | ||||||||||||
1. |
To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction. |
☐ |
☐ |
☐ | ||||||||||
3.
|
To transact such other business that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.
| |||||||||||||
B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | |||||||||||||
| Note: | Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
| / / | ||||||||
Scanner bar code
|
| xxxxxxxxxxxxxx | LIN2 31854 | M xxxxxxxx |